LexThe Maharashtra Non-trading Corporations Act
Maharashtra · state statute
Open in Lexace · Ask the AI about this act1959 : XXVI] 1
THE MAHARASHTRA NON-TRADING CORPORATIONS ACT
[Text as on 3rd June 2024]
——————
CONTENTS
PREAMBLE.
SECTIONS.
CHAPTER I
PRELIMINARY
1. Short title, extent and commencement.
2. Definitions.
3. Registrar and other officers.
4. Act to override memorandum, articles, etc.
CHAPTER II
INCORPORATION OF CORPORATIONS AND MATTERS INCIDENTAL THERETO
5. Mode of forming corporations.
6. Requirements with respect to memorandum.
7. Alteration of memorandum.
8. Articles prescribing regulations for corporations.
9. Alteration of articles.
10. Alteration of memorandum and articles to be registered.
11. Corporations not to be registered with undesirable names.
12. Change of name by corporations.
13. Rectification of name of corporations.
14. Registration of change of name and effect thereof.
15. Registration of memorandum and articles.
16. Effect of registration.
17. Conclusiveness of certificate of incorporation.
18. Effect of registration of memorandum and articles.
19. Effect of alteration in memorandum or articles.
20. Amalgamation or division of corporations.
CHAPTER III
MANAGEMENT AND ADMINISTRATION
21. Register of members.
22. Power of Registrar to rectify register of members.
23. Directors.
24. General powers of Board.
25. Restrictions on powers of Board.
26. Annual general meeting.
2 The Maharashtra Non-Trading Corporation Act [1959 : XXVI
27. Power of State Government to call annual general meeting.
28. Registration of certain resolutions.
29. Minutes of proceedings of general meetings and of Board and other meetings.
30. Minutes to be evidence.
31. Presumptions to be drawn where minutes duly drawn and signed.
32. Inspection of minutes books of general meetings.
33. Books of accounts to be kept by corporations.
34. Annual accounts and balance sheet.
35. Right of members to copies of balance sheet and auditors‟ report.
36. Three copies of balance sheet, etc. to be filed with Registrar.
37. Appointment of auditors.
38. Powers and duties of auditors.
39. Form of contracts.
40. Investment of corporation to be held in its own name.
CHAPTER IV
ARBITRATION AND WINDING UP
Arbitration.
41. Power for corporations to refer matters to arbitration.
Winding up.
42. Modes of winding up.
Voluntary Winding up.
43. Circumstances in which corporation may be wound up voluntarily.
44. Effect of voluntary winding up on status of corporation.
45. Declaration of solvency in case of proposal to wind up voluntarily.
46. Corporation to appoint and fix remuneration of liquidators.
47. Board‟s powers to cease on appointment of liquidator.
48. Powers and duties of liquidator.
49. Final meeting and dissolution.
Winding up by Registrar.
50. Winding up by Registrar.
51. Cancellation of registration.
52. Power of Registrar to assess damage against delinquent promoters, etc.
53. Bar of suit in winding up and dissolution matters.
GENERAL
54. Disposal of surplus assets.
55. Power to enforce attendance, etc.
56. Appeals.
1959 : XXVI] The Maharashtra Non-Trading Corporation Act 3
57. Money how recovered.
58. Liability as contributories of present and past members.
59. Obligations of directors whose liability is unlimited.
60. Contributory and nature of his liability.
CHAPTER V
CONTROL
61. Power of Registrar to call for information.
62. Special audit by Registrar.
63. Investigation of affairs of corporation.
64. Production of documents and evidence.
65. Prosecution.
66. Inspection, production, and evidence of documents kept by Registrar.
CHAPTER VI
OFFENCES
67. Meaning of officer who is in default.
68. Penalty for contravention of section 13.
69. Penalty for contravention of section 26 or 27.
70. Penalty for contravention of section 28.
71. Penalty for contravention of section 29.
72. Penalty for contravention of section 32.
73. Penalty for contravention of section 33.
74. Penalty for contravention of section 34.
75. Penalty for contravention of section 35.
76. Penalty for contravention of section 36.
77. Penalty for contravention of section 38.
78. Penalty for contravention of section 40.
79. Penalty for contravention of section 45.
80. Penalty for contravention of section 49.
81. Penalty for contravention of section 61.
82. Penalty for false statement.
83. Penalty for wrongful withholding of property.
84. Members guilty of offences punishable as strangers.
85. Penalty for contravention not provided for.
86. Offences against Act to be cognizable only on complaint by Registrar, member or
State Government.
87. Jurisdiction to try offences.
88. Offences to be non-cognizable.
4 The Maharashtra Non-Trading Corporation Act [1959 : XXVI
CHAPTER VII
MISCELLANEOUS
89. Prohibition for borrowing money, etc.
90. Application of assets in furtherance of objects.
91. Copies to be furnished to members.
91A. Fee for filing or registering certain documents under the Act with Registrar.
92. Recovery of sums due to State Government.
93. Rules.
94. Indian Companies Act, 1913 to cease to apply to corporations.
95. Saving.
SCHEDULE I
SCHEDULE II
SCHEDULE III
1959 : XXVI] The Maharashtra Non-Trading Corporation Act 5
LIST OF AMENDMENT ACTS
1. Adapted and modified by the Maharashtra Adaptation of Laws (State and Concurrent
Subjects) Order, 1960.
2. Amended by Mah. 33 of 1961 (9-9-1961)
3. Amended by Mah. 24 of 2012 (22-8-2012)
Note.- The date mentioned in the bracket indicates the date of commencement of the Act.
6 The Maharashtra Non-Trading Corporation Act [1959 : XXVI
1959 : XXVI] The Maharashtra Non-Trading Corporation Act 7
BOMBAY ACT No. XXVI OF 19591
[THE MAHARASHTRA NON-TRADING CORPORATIONS ACT.]
[This Act received the assent of the President on the 24th April 1959: assent was first published
in the Bombay Government Gazette, Part IV, Extraordinary on the 30th April 1959.]
An Act to provide for the incorporation, regulation and winding up of non-trading
corporations whose objects are confined to the State of Bombay.
WHEREAS it is expedient to provide for the incorporation, regulation and winding up of non -
trading corporations whose objects are confined to the State of Bombay and for matters incidental
thereto; It is hereby enacted in the Tenth Year of the Republic of India as follows :—
CHAPTER I
PRELIMINARY
1. Short title, extent and commencement. — (1) This Act may be called 2[the Maharashtra
Non-trading Corporations Act].
(2) It extends to the whole of the 3[State of Maharashtra.]
(3) It shal l come into force on such date4 as the State Government may, by notification in the
Official Gazette, appoint.
2. Definitions.— In this Act, unless the context otherwise requires,—
(1) “articles” means the articles of association of a corporation as originally framed or as
altered from time to time in accordance with this Act;
(2) „„Board of directors” or “Board”, in relation to a corporation, means the Board of
directors of the corporation;
(3) “corporation” means a non-trading corporation, formed and registered under this Act, or
deemed to have been registered thereunder;
(4) “director” includes any person occupying the position of a director by whatever name
called;
(5) “financial year” means, in relation to a corporation, the period in respect of which the
income and expenditure of the corporation laid before it in annual ge neral meeting is made up
whether that period is a year or not;
(6) “memorandum” means the memorandum of association of a corporation;
(7) “officer” includes a chairman, secretary, manager, treasurer, director or any other person
empowered to give directions in regard to the affairs of a corporation;
(8) “ordinary resolution” — a resolution shall be an ordinary resolution when at a general
meeting of which the notice required under the articles of a corporation has been duly given, the
votes cast (whether on a show of hands, or on a poll, as the case may be) in favour of the
resolution (including the casting vote, if any, of the Chairman) by members who, being entitled so
to do, vote in person, or where proxies are allowed, by proxy, exceed the votes, if an y, cast
against the resolution by members so entitled and voting;
(9) “prescribed” means prescribed by rules made under this Act;
1 For Statement of Objects and Reasons of the L. A. Bill No. XII of 19 59, see Bombay Government Gazette , 1959,
Extraordinary, Part V, dated 6th February 1959, pages 100-103.
2 The short title of the Act was amended for the “the Bombay Non -trading Corporations Act, 1959” by Mah. 24 of 2012,
ss. 2 and 3, Schedule, entry 75, w. e. f. 1st May 1960.
3 These words were substituted for the words “State of Bombay” by the Maharashtra Adaptation of Laws (State and
Concurrent Subjects) Order, 1960.
4 1st December 1959 vide G. N., F. D., No. BCA-1059/202649-G-2, dt. 5-11-1959.
8 The Maharashtra Non-Trading Corporation Act [1959 : XXVI
(10) “Registrar” means a person appointed by the State Government under section 3 to
perform the duties of the Registrar;
(11) “Schedule” means a schedule appended to this Act;
(12) “Scheduled Bank” has the same meaning as in the Reserve Bank of India Act, 1934
(II of 1934).
(13) “special resolution”— a resolution shall be a special resolution when—
(a) the intention to prop ose the resolution as a special resolution has been duly
specified in the notice calling the general meeting or other intimation given to the members
of the resolution;
(b) the notice required under the articles has been duly given of the general meeting;
and
(c) the votes cast in favour of the resolution (whether on a show of hands, or on a poll,
as the case may be,) by members who, being entitled so to do, vote in person , or where
proxies are allowed, by proxy, are not less than three times the number of votes, if any, cast
against the resolution by members so entitled and voting.
3. Registrar and other officers.— For the purpose of registration of corporations under this Act,
the State Government may appoint a Registrar and such Additional, Joint, Deputy, Assistant or District
Registrars as it thinks necessary to assist the Registrar and may by general or special order confer on
those assisting the Registrar all or any of the powers of a Registrar under this Act.
4. Act to override memorandum, articles, etc. — Save as otherwise expressly provided in the
Act—
(a) the provisions of this Act shall have effect notwithstanding anything to the contrary
contained in the memorandum or articles or in any agreement executed by a corporation, or in
any resolution passed by it in general meeting or by its Board of directors; and
(b) provision contained in the memorandum, articles, agreement or resolution aforesaid
shall, to the extent to which it is repugnant to the provisions of this Act, become or be void, as the
case may be.
CHAPTER II
INCORPORATION OF CORPORATIONS AND MATTERS INCIDENTAL THERETO
5. Mode of forming corporations.— (1) Any seven or more persons associated for the purpose
of promoting or encouraging commerce, industry, literature, art, science, diffusion of useful
knowledge, foundation and maintenance of libraries, museums or such other purpose may, by
subscribing their names to a memorandum or otherwise complying with the requirements of this Act in
respect of registration, form a corporation, provided that—
(a) the objects for which the corporation is fo rmed are confined to the 1[State of
Maharashtra.]
(b) the corporation intends to apply the profits, if any, or other income in promoting its
objects, and
(c) the corporation intends to prohibit the payment of any dividend to its members.
(2) Such a corporation may be either—
(a) a corporation having the liability of its members limited by the memorandum to the
amount, if any, unpaid on shares respectively held by them; or
1 These words were substituted for the words “State of Bombay” by the Maharashtra Adaptation of Laws (State and
Concurrent Subjects) Order, 1960.
1959 : XXVI] The Maharashtra Non-Trading Corporation Act 9
(b) a corporation having the liability of its members limited by the memorandum to such
amount as the members may respectively undertake by the memorandum to contribute to the
assets of the corporation in the event of its being wound up.
(3) It shall not be necessary to use the word “limited” as the last word in the name of a
corporation registered under this Act.
6. Requirements with respect to memorandum.— (1) The memorandum of a corporation shall
be in the form specified in Schedule I or in a form as near thereto as circumstances admit.
(2) The memorandum shall—
(a) state the name of the corporation ;
(b) state the place and address where the registered office of the corporation is to be situate ;
(c) state the objects of the corporation ;
(d) state the amount of share capital with which the corporation is to be registered and the
division thereof into shares of a fixed amount ;
(e) in the case of a corporation limited by guarantee, state that each member undertakes to
contribute to the assets of the corporation in the event of its being wound up while he is a member
or within one year after he ceases to be member, for payment of the debts and liabilities of the
corporation, or of such debts and liabilities of the corporation as may have been contracted before
he ceases to be a member, as the case may be, and of the costs, charges and expenses of winding
up, and for adjustment of the rights of the contributories among themselves such amount as may
be required not exceeding a specified amount ;
(f) be printed and divided into paragraphs numbered consecutively; and
(g) be signed by each subscriber (who shall add his address, description and occupation, if
any, and the number of shares he takes) in the presence of at least one witness who shall attest the
signature (and shall likewise add his address, description and occupation, if any).
7. Alteration of memorandum.— (1) A corporation shall not alter the conditions contained in
its memorandum except with the previous permission of the Registrar.
(2) Only those provisions contained in the memorandum which are required by section 6 or by
any other specific provision contained in this Act to be stated in the memorandum of a corporation,
shall be deemed to be conditions contained in its memorandum.
(3) Other provisions contained in the memorandum including those relating to the appointment of
manager, secretary or treasurer may be altered in the same manner as the articles of the corporation.
(4) All refe rences to the articles of a corporation in this Act shall be construed as including
references to the other provisions aforesaid contained in its memorandum.
(5) In granting previous permission under sub -section (1), the Registrar shall have regard to the
fact that the objects of the corporation do not on such alteration make the corporation a trading
corporation, and do not otherwise make such corporation ineligible for registration under this Act.
(6) An appeal shall lie to the State Government against an order of the Registrar refusing to grant
such permission.
8. Articles prescribing regulations for corporations. — (1) There shall be registered with the
memorandum, articles of association signed by the subscribers to the memorandum prescribing
regulations for the corporation.
(2) Such articles may provide for all or any of the matters provided in Schedule II.
(3) Articles shall—
(a) be printed and be divided into paragraphs numbered consecutively; and
(b) be signed by each subscriber of the memorandum (who shall add his address, description
and occupation, if any), in the presence of at least one witness who shall attest the signature (and
likewise add his address, description and occupation, if any).
10 The Maharashtra Non-Trading Corporation Act [1959 : XXVI
9. Alteration of articles. — (1) Subject to the provisions of this Act and to the conditions
contained in its memorandum, a corporation may, by special resolution, alter its articles.
(2) Any alteration so made shall, subject to the provisions of this Act, be as valid as if originally
contained in the articles and be subject in like manner to alteration by special resolution.
10. Alteration of memorandum and articles to be registered. — (1) Every alteration of the
memorandum or articles shall as soon as possible after such alteration is made be filed by a corporation
with the Registrar and the Registrar shall register the same and shall certify the registration under his
hand.
(2) The certificate shall be conclusive evidence that all the requirements of the Act with respect to
the alteration have been complied with and thenceforth the memorandum or articles so altered shall be
the memorandum or articles of the corporation.
(3) No such alteration shall have any effect until it has been duly registered under sub-section (1).
11. Corporations not to be registered with undesirable names. — (1) No corporation shall be
registered by a name which, in the opinion of the State Government, is undesirable.
(2) Without prejudice to the generality of the foregoing power, a name which is identical with, or
too nearly resembles, the name by which a corporation in existence has been previously registered,
may be deemed to be undesirable by the State Government within the meaning of sub-section (1).
12. Change of name by corporations. — A corporation may, by a special resolution and with
the approval of the State Government signified in writing, change its name.
13. Rectification of name of corporations. — If, through inadvertance or otherwise, a
corporation on its first registration or on its registration by a new name, is registered by a name which,
in the opinion of the State Government, is identical with, or too nearly resembles, the name by which a
corporation in existence has been previously registered, the first mentioned corporation—
(a) may, by ordinary resolution and with the previous approval of the State Government
signified in writing, changes its name or new name; and
(b) shall, if the State Government so directs within twelve months of its first registration or
registration by its new name, as the case may be, by ordinary resolution and with the previous
approval of the State Government signified in writing, change its n ame or new name within a
period of three months from the date of the direction or such longer period as the State
Government may think fit to allow.
14. Registration of change of name and effect thereof. — (1) Where a corporation changes its
name in pursuance of section 12 or 13 the Registrar shall enter the new name on the register in the
place of the former name, and shall issue a fresh certificate of incorporation with the necessary
alterations embodied therein; and the change of name shall be complete and effective only on the issue
of such a certificate.
(2) The Registrar shall also make the necessary alteration in the memorandum of the corporation.
(3) The change of name shall not affect any rights or obligations of the corporation, or render
defective any legal proceedings by or against it; and any legal proceedings which might have been
continued or commenced by or against the corporation by its former name may be continued by or
against the corporation by its new name.
15. Registration of me morandum and articles. — (1) The memorandum and articles shall be
presented for registration to the Registrar or such other officer as the State Government may authorise
in this behalf.
(2) If the Registrar or the officer authorized is satisfied that all t he requirements of this Act and
the rules thereunder have been complied with by the corporation in respect of registration and matters
precedent and incidental thereto, and that it is authorized to be registered under this Act, he shall retain
1959 : XXVI] The Maharashtra Non-Trading Corporation Act 11
and register the memorandum and articles. In other cases the Registrar or such other officer may refuse
to register the memorandum or the articles.
(3) The fee payable for the registration of a corporation under this Act shall be rupees fifty.
(4) An appeal shall li e to the State Government against an order of the Registrar or such other
officer refusing to register the memorandum and articles. Such appeal shall be made within sixty days
from the date of the order appealed against and shall be accompanied by a fee of rupees twenty-five.
The decision of the State Government in appeal shall be final.
16. Effect of registration. — (1) On the Registration of the memorandum of a corporation the
Registrar or the officer referred to in sub -section (1) of section 15 shall is sue a certificate under his
hand in the form in Schedule III that the corporation is incorporated.
(2) From the date of incorporation mentioned in the certificate of incorporation, such of the
subscribers of the memorandum and other persons, as may from t ime to time be members of the
corporation, shall be a body corporate by the name contained in the memorandum capable forthwith of
exercising all the functions of an incorporated corporation, and having perpetual succession and a
common seal, but with such liability on the part of its members to contribute to the assets of the
corporation in the event of its being wound up as is mentioned in this Act.
17. Conclusiveness of certificate of incorporation. — A certificate of incorporation given by
the Registrar or the officer referred to in sub-section (1) of section 15 in respect of any association shall
be conclusive evidence that all the requirements of this Act have been complied with in respect of
registration and matters precedent and incidental thereto and that the association is a corporation
authorized to be registered and duly registered under this Act.
18. Effect of registration of memorandum and articles.— (1) Subject to the provisions of this
Act, the memorandum and articles shall, when registered, bind the corporation and the members
thereof to the same extent as if they respectively had been signed by the corporation and by each
member, and contained covenants on its or his part to observe all the provisions of the memorandum
and of the articles.
(2) All money payable by any member to the corporation under the memorandum or articles shall
be a debt due from him to the corporation.
19. Effect of alteration in memorandum or articles. — Notwithstanding anything in the
memorandum or articles of a corporation, no member thereof shall be bound by an alteration made in
the memorandum or articles after the date on which he became a member, if and so far as the alteration
requires him to take or subscribe for more shares than the number held by him at the date on which the
alteration is made, or in any way increases his liability as at that date, to contribute to the share capital
of, or otherwise to pay money to the corporation :
Provided that this section shall not apply in any case where the member agrees in writing either
before or after a particular alteration is made, to be bound by the alteration.
20. Amalgamation or division of corporations. — (1) Any corporation may, with the approval
of the Registrar by a special resolution resolve to divide itself into two or more corporations or to
amalgamate with any other corporation as a single body provided that each member has fifteen clear
days‟ written notice of the proposals contained in the resolution.
(2) The resolution referred to in sub -section (1) shall contain proposals for the amalgamation or
as the case may be, of division of assets and liabilities of the corporation and specify the members who
will constitute the amalgamated corporation or as the case may be, the new corporation.
(3) Any corporation may by a special resolutio n passed in accordance with sub -section ( 1)
transfer its assets and liabilities to any other corporation which is prepared to accept them :
Provided that where any such amalgamation, division or transfer of assets or liabilities involves
the transfer of its liabilities by any corporation to any o ther corporation, three months‟ notice to the
creditors of both or all such corporations shall be given before such resolution is passed :
12 The Maharashtra Non-Trading Corporation Act [1959 : XXVI
Provided further that if any creditor of any of the corporations concerned objects to the
amalgamation, division or transfer of assets and liabilities one month before the date fixed for the
amalgamation, division or transfer, the amalgamation, division, or transfer shall not be made until the
dues of such creditor have been satisfied.
(4) Notwithstanding anything contained in the Transfer of Property Act, 1882 (IV of 1882), or the
Indian Registration Act, 1908 (XVI of 1908) , the registration of the memorandum or articles of an
amalgamated corporation or new corporations in pursuance of the special resolution passed und er
sub-section (3) shall be a sufficient conveyance to vest the assets and liabilities of the amalgamating
corporations or the original corporation in the amalgamated corporation or the new corporations
respectively.
CHAPTER III
MANAGEMENT AND ADMINISTRATION
21. Register of members.— (1) The subscribers of the memorandum of a corporation shall be
deemed to have agreed to become members of the corporation, and on its registration, shall be entered
as members in its register of members.
(2) Every other pe rson who agree to become a member of a corporation and whose name is
entered in its register of members, shall be a member of the corporation.
(3) In the register of members there shall be entered the following particulars,—
(a) the name and address, and the occupation, if any, of each member;
(b) the shares held by each member distinguishing each share by its number and the amount
paid or agreed to be considered as paid on those shares;
(c) the date on which each member was entered in the register as a member; and
(d) the date on which any member ceased to be a member.
(4) The register of members shall be prima facie evidence of any matters directed to be inserted
or authorised to be inserted therein by this Act.
22. Power of Registrar to rectify register of members.— (1) If—
(a) the name of any person is, without sufficient cause, entered in or omitted from the
register of members of a corporation; or
(b) default is made, or unnecessary delay takes place, in entering on the register the fact of
any person having become, or ceased to be, a member, the person aggrieved, or any member of
the corporation or the corporation may apply to the Registrar for rectification of the register.
(2) The Registrar may either reject the application or order rectification of the register; and in the
latter case, may direct the corporation to pay the damages, if any, sustained by any party aggrieved :
Provided that where in the disposal of such application any complicated question of law arises the
Registrar may direct the parties to a Civil Court.
23. Directors.— (1) Every corporation shall have at least two directors. The directors of a
corporation collectively are referred to in this Act as the “Board of directors” or “Board”.
(2) No body corporate, association or firm shall be appointed director of a corporation, and only
an individual shall be so appointed.
(3) In default of, and subject to, any regulations in, the articles of a corporation, subscribers to the
memorandum who are individuals, shall be deemed to be the directors of the corporation until the
directors are duly appointed.
(4) Every corporation shall keep at its registered office a register of its directors, containing the
name and usual residential address in full, and business or occupation, if any, with respect to each of
them.
1959 : XXVI] The Maharashtra Non-Trading Corporation Act 13
24. General powers of Board.— (1) Subject to the provisions of this Act, the Board of Directors
of a corporation shall be entitled to exercise all such powers, and to do all such acts and things, as the
corporation is authorised to exercise and do :
Provided that the Boar d shall not exercise any power or do any act or thing which is directed or
required, whether by this or any other Act or by the memorandum or articles of the corporation or
otherwise, to be exercised or done by the corporation in general meeting :
Provided further that in exercising any such power or doing any such act or thing, the Board shall
be subject to the provisions contained in that behalf in this or any other Act, or in the memorandum or
articles of the corporation, or in any regulations not incons istent therewith and duly made thereunder,
including regulations made by the corporation in general meeting.
(2) No regulation made by the corporation in general meeting shall invalidate any prior act of the
Board which would have been valid if that regulation had not been made.
25. Restrictions on powers of Board. — The Board of directors of a corporation shall not,
except with the consent of the corporation in general meeting,—
(a) sell, lease or otherwise dispose of the whole, or substantially the whol e, of the
undertaking of the corporation or where the corporation owns more than one undertaking, the
whole or substantially the whole, of any such undertaking;
(b) remit, or give time for the repayment of, any debt due by a director;
(c) invest, otherwi se than in trust securities, the sale proceeds resulting from the disposal,
after the commencement of this Act, without the consent of the corporation, of any such
undertaking as is referred to in clause ( a), or of any premises or properties used for any s uch
undertaking and without which it cannot be carried on or can be carried on only with difficulty or
only after a considerable time;
(d) borrow monies after the commencement of this Act where the monies to be borrowed,
together with the monies already borrowed, will exceed ten thousand rupees;
(e) contribute, after the commencement of this Act, to charitable and other funds not directly
relating to the objects of the corporation or the welfare of its employees, any amounts the
aggregate of which will, in any financial year, exceed rupees five thousand.
26. Annual general meeting. — (1) ( a) Every corporation shall, in addition to any other
meetings, hold a general meeting which shall be styled its annual general meeting at the intervals and
in accordance with the provisions, specified below.
(b) The first annual general meeting shall be held by a corporation within twelve months of its
incorporation.
(c) The next annual general meeting of the corporation shall be held by it within nine months
after the expiry of the financial year in which the fir st annual general meeting was held; and thereafter
an annual general meeting shall be held by the corporation within nine months after the expiry of such
financial year :
Provided that the Registrar may, for any special reason, extend the time within whic h any annual
general meeting (not being the first annual general meeting) shall be held, by a further period not
exceeding six months.
(d) Except in the case referred to in the foregoing proviso, not more than fifteen months shall
elapse between the date of one annual general meeting and that of the next.
(2) Every annual general meeting shall be called for a time during business hours, on a day that is
not a public holiday, and shall be held either at the registered office of the corporation or at some ot her
place within the city, town or village in which the registered office of the corporation is situate; and the
notices calling the meeting shall specify it as the annual general meeting.
14 The Maharashtra Non-Trading Corporation Act [1959 : XXVI
27. Power of State Government to call annual general meeting. — (1) If default is made in
holding an annual general meeting in accordance with section 26, the State Government may,
notwithstanding anything in this Act or in the articles of the corporation, on the application of any
member of the corporation, call, or dir ect the calling of, a general meeting of the corporation and give
such ancillary or consequential directions as the State Government thinks expedient in relation to the
calling, holding and conducting of the meeting.
Explanation.— The directions that may be given under this sub -section may include a direction
that one member of the corporation present in person or by proxy shall be deemed to constitute a
meeting.
(2) A general meeting held in pursuance of sub -section (1) shall, subject to any directions o f the
State Government, be deemed to be an annual general meeting of the corporation.
28. Registration of certain resolutions. — (1) A copy of every resolution to which this section
applies shall, within fifteen days after the passing thereof, be printed or type-written and duly certified
under the signature of an officer of the corporation and filed with the Registrar who shall record the
same.
(2) A copy of every such resolution for the time being in force shall be embodied in, or annexed
to, every copy of the articles issued after the passing of the resolution.
(3) This section shall apply to—
(a) special resolutions;
(b) resolutions which have been agreed to by all the members of a corporation, but which, if
not so agreed to, would not have been eff ective for their purpose unless they had been passed as
special resolutions;
(c) resolutions requiring a corporation to be wound up voluntarily passed in pursuance of
section 43.
29. Minutes of proceedings of general meetings and of Board and other meetings.— (1) Every
corporation shall cause minutes of all proceedings of general meetings, and of all proceedings at meetings
of its Board of directors or of committees of the Board, to be entered in books kept for that purpose.
(2) The minutes of each meeting shall contain a fair and correct summary of the proceedings
thereat.
(3) All appointments of officers made at any of the meetings aforesaid shall be included in the
minutes of the meeting.
(4) In case of a meeting of the Boa rd of directors or of a committee of the Board, the minutes
shall also contain—
(a) the names of the directors present at the meeting; and
(b) in the case of each resolution passed at the meeting, the names of the directors, if any,
dissenting from, or not concurring in, the resolution.
(5) Nothing contained in sub -sections (1) to ( 4) shall be deemed to require the inclusion in any
such minutes of any matter which, in the opinion of the chairman of the meeting—
(a) is, or could reasonably be regarded as, defamatory of any person;
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the corporation.
Explanation.— The chairman shall exercise an absolute discretion in regard to the inclusion or
non-inclusion of any matter in the minutes on the grounds specified in this sub-section.
30. Minutes to be evidence. — Any such minute, if purporting to be signed by the chairman of
the meeting at which the proceedings took place or by the chairman of the next succeeding meeting,
shall be evidence of the proceedings.
1959 : XXVI] The Maharashtra Non-Trading Corporation Act 15
31. Presumptions to be drawn where minutes duly drawn and signed.— Where minutes of
the proceedings of any general meeting of the corporation or of any meeting of its Board of directors or
of a committee of the Board have been made and signed in accordance with the provisions of sections
29 and 30, then, until the contrary is proved, the meeting shall be deemed to have been duly called and
held, and all proceedings thereat to have duly taken place, and in particular, all appointments of
directors or liquidators made at the meeting shall be deemed to be valid.
32. Inspection of minutes books of general meetings. — (1) The books containing the minutes
of the proceedings of any general meeting of a corporation held after the c ommencement of this Act,
shall—
(a) be kept at the registered office of the corporation, and
(b) be open, during business hours, to the inspection of any member without charge, subject
to such reasonable restrictions as the corporation may, by its articles or in general meeting
impose, so however that not less than two hours in each day are allowed for inspection.
(2) Any member shall be entitled to be furnished, within seven days after he has made a request
in that behalf to the corporation, with a copy of any minutes referred to in sub-section (1), on payment
of six annas for every one hundred words or fractional part thereof required to be copied.
33. Books of accounts to be kept by corporations. — (1) Every corporation shall keep at its
registered office proper books of accounts with respect to—
(a) all sums of money r eceived and expended by the corporation and the matters in respect
of which the receipt and expenditure take place; and
(b) the assets and liabilities of the corporation.
(2) The books of accounts shall be open to inspection by any director during business hours.
(3) For the purpose of sub -section (1) proper books of accounts shall not be deemed to be kept
with respect to the matters specified therein, if there are not kept such books as are necessary to give a
true and fair view of the state of affairs of the corporation and to explain its transactions.
34. Annual accounts and balance sheet. — (1) At every annual general meeting of a
corporation held in pursuance of section 26, the Board of directors of the corporation s hall lay before
the corporation—
(a) a balance sheet as at the end of the period specified in sub-section (2); and
(b) the income and expenditure account for that period.
(2) The income and expenditure account shall relate—
(a) in the case of the first annual general meeting of the corporation, to the period beginning
with the incorporation of the corporation and ending with a day which shall not precede the day
of the meeting by more than nine months; and
(b) in the case of any subsequent annual general meeting of the corporation, to the period
beginning with the day immediately after the period for which the account was last submitted and
ending with a day which shall not precede the day of the meeting by more than nine months, or in
cases where an extension of time has been granted for holding the meeting under section 26, by
more than nine months and the extension so granted.
(3) Every such balance sheet and income and expenditure account shall give a t rue and fair view
of the state of affairs of the corporation as at the end of the period specified in sub-section (2) and shall
be approved by the Board of directors and signed by not less than two directors of the corporation.
(4) The income and expenditure account shall be annexed to the balance sheet and the auditors‟
report shall be attached thereto.
(5) There shall be attached to every balance sheet laid before the corporation a report of its Board
of directors with respect t o the state of affairs of the corporation giving the fullest information and
explanation and signed by the directors referred to in sub-section (3).
16 The Maharashtra Non-Trading Corporation Act [1959 : XXVI
35. Right of members to copies of balance sheet and auditors’ report. — A copy of every
balance sheet (inc luding the income and expenditure account, the auditors‟ report and every other
document required to be annexed or attached to the balance sheet) which is to be laid before the
corporation in general meeting shall, not less than twenty one days before the date of the meeting, be
sent to every member of the corporation.
36. Three copies of balance sheet, etc. to be filed with Registrar.— (1) After the balance sheet
and the income and expenditure account have been laid before a corporation at an annual gene ral
meeting as aforesaid, there shall be filed with the Registrar within forty days from the day on which
each of the annual general meetings referred to in section 26 is held, three copies of the balance sheet
certified to be true copies by the auditors o f the corporation, and the auditors‟ report in so far as it
relates to the balance sheet.
(2) If the annual general meeting of a corporation before which a balance sheet is laid as aforesaid
does not adopt the balance sheet, a statement of that fact and of the reasons therefor shall be annexed to
the balance sheet and to the copies thereof required to be filed with the Registrar.
37. Appointment of auditors. — (1) Every corporation shall, at each annual general meeting,
appoint an auditor or auditors qualified for appointment as such to hold office from the conclusion of
that meeting until the conclusion of the next annual general meeting :
Provided that the first auditor or auditors of a corporation shall be appointed by the Board of
directors within one month of the date of registration of the corporation :
Provided further that a corporation may, at a general meeting, remove any such auditor or all or
any of such auditors and appoint in his or their places any other person or persons.
(2) The remuneration of the auditors shall be such as may be fixed by the corporation in a general
meeting or in such manner as the corporation in general meeting may determine.
(3) A person shall not be qualified for appointment as auditor—
(a) unless he is a chartered accountant within the meaning of the Chartered Accountants
Act, 1949 (XXXVIII of 1949) or is authorised by the State Government in this behalf;
(b) if he is an officer or employee of the corporation;
(c) if he is a partner or is in employment of, an officer or employee of the corporation.
38. Powers and duties of auditors. — (1) Every auditor of a corporation shall have a right of
access at all times to the books and accounts and vouchers of the corporation, and shall be entitl ed to
require from the officers of the corporation such information and explanations as the auditor may think
necessary for the performance of his duties as auditor.
(2) The auditor shall make a report to the members of the corporation on the accounts exa mined
by him, and on every balance sheet and income and expenditure account and on every other document
annexed to the balance sheet or income and expenditure account which are required to be laid before
the corporation in general meeting under section 34 during his tenure of office, and the report shall
state whether, in his opinion and to the best of his information and according to the explanations given
to him, the said accounts give the information required by this Act in the manner so required and give a
true and fair view,—
(i) in the case of the balance sheet, of the state of the affairs of the corporation as at the end
of its financial year; and
(ii) in the case of the income and expenditure account of the income and expenditure for its
financial year.
(3) The auditor‟s report shall specify all cases of irregular, illegal or improper expenditure, or
failure or omission to recover money or other property belonging to the corporation or of loss or waste
of money or other property thereof and state w hether such expenditure, failure, omission, loss or waste
1959 : XXVI] The Maharashtra Non-Trading Corporation Act 17
was caused in consequence of a breach of trust or mis -application or any other misconduct on the part
of any of the directors, officers, or servants of the corporation.
(4) The auditor‟s report shall be signed by the auditor and shall be read before the corporation in
general meeting and shall be open to inspection by any member of the corporation.
(5) The auditor shall forward a copy of his report to the Registrar.
39. Form of contracts.— (1) Contracts on behalf of a corporation may be made as follows :—
(a) a contract which, if made between private persons, would by law be required to be in
writing signed by the parties to be charged therewith, may be made on behalf of the corporation
in writing signed by any person acting under its authority, eExcerpt shown. Open the full act in Lexace.